DISCLAIMERSF
O R (“SolarCity”)
W A R D—Land
OOK
IN G
S T A Inc.
TEM
E N T Sand
; Athe
DD
I T I O Ncompany’s
A L I N Ffuture
O R Mfinancial
A T I Ocondition,
N Certain performance
statements inand
thisoperating
document,results,
including
statements
relating
to the proposed combination
SolarCity
Tesla
Motors,
(“Tesla”)
combined
strategy
and
plans
are “forward-looking
statements” of
within
the Corporation
meaning
of as
theofPrivate
Securities
Actno
of duty
1995.
forward-looking
statements
areInsubject
to numerous
assumptions,
risks and
which
change
overfiled
time.with
Forward-looking
statements
speak
only
the date
theyand
are Litigation
made identified
and Reform
we assume
toThese
update
forward-looking
statements.
addition
factors
previously
disclosed
in uncertainties
Tesla’s
and SolarCity’s
reports
the U.S.
Securities
and Exchange
Commission
(the
“SEC”)
those
elsewhere
in this
document,
the
following
factors,
among
others,tocould
cause
actual
results
to differ
materially
from
forward-looking
statements
and
historical
performance:
the
ability
to
obtain
regulatory
approvals
and
meet
other
closing
conditions
to
the
transaction,
including
requisite
approval
by
Tesla
and
SolarCity
stockholders,
on
a
timely
basis
or
at
all;
delay
in closing
the
transaction;
the
ultimate
outcome
and results
of integrating
the operations
of ongoing
Tesla andoperations
SolarCityand
andnecessary
the ultimate
ability
to realize synergies
and other
benefits;
business
disruption
following
the transaction;
the
availability
and
access,
in
general,
of of
funds
to meet
debt
obligations
andmanner,
to fund
capital
expenditures;
and theprovisions.The
ability
to comply
with
allreview
covenants
in the
indentures
and credit
facilities
of
Tesla
and
SolarCity,
any
violation
which,
if
not
cured
in
a
timely
could
trigger
a
default
of
other
obligations
under
cross-default
foregoing
of
important
factors
should
not
be
construed
as
exhaustive
and
should
be
read
in
conjunction
with
the
other
cautionary
statements
that
are
included
herein
and
elsewhere,
including
the
Risk
Factors
included
in
Tesla’s
and
SolarCity’s
most
recent
reports
on Form 10-K Any
and Form
10-Q and other
documents
oforTesla
and SolarCity
on file with
theare
Securities
and
Exchange
Commission.
Tesla’s and
SolarCity’s
SEC
filings
are
available
publicly
on
the SEC’s
website
at
www.sec.gov.
forward-looking
statements
made
incorporated
by
reference
herein
qualified
in
their
entirety
by
these
cautionary
statements,
and
there
can
be
no
assurance
that
the
actual
results
or
developments
anticipated
by undertake
us will be no
realized
or, even
if substantially
realized,
that forward-looking
they will have thestatement,
expected whether
consequences
to, orofeffects
on, us or ourfuture
business
or operations.
Except to the
extent
required
applicable
law,
andR SolarCity
obligation
toOupdate
publicly
or
revise any
as each
a result
new information,
developments
orIn
otherwise.I
Mwith
PO
RT
A N T AbyD
D I T ITesla
ON
A LTesla
INF
O
M
A
T
I
O
N
A
N
D
W
H
E
R
E
T
F
I
N
D
I
TThe
transaction
will
be
submitted
to
the
stockholders
of
of
SolarCity
and
Tesla
for
their
consideration.
connection
the
proposed
merger,
has
filed
with
the
SEC
a
Registration
Statement
on
Form
S-4
(Registration
Statement
No.
333-213390)
containing
a
joint
proxy
statement/prospectus
of
SolarCity
and
Tesla.
The
Registration
Statement
was
declared
effective
the SEC
on October
12, 2016,
and SolarCity
and Tesla
mailed the
definitive joint
statement/prospectus
to SOLARCITY
stockholders ofAND
SolarCity
andARE
TeslaURGED
on or about
October
13, DEFINITIVE
2016. Tesla and
SolarCity
also plan to fileby
other
relevant
documents
concerning
the
proposed
transaction.
INVESTORS
ANDproxy
SECURITY
HOLDERS
OF
TESLA
TOOR
READ
THE
JOINT
PROXY
STATEMENT/
PROSPECTUS
AND
ANY
OTHER
RELEVANT
DOCUMENTS
FILED
WITH
THE
SEC
IN
CONNECTION
WITH
THE
TRANSACTION
INCORPORATED
BY
REFERENCE
IN
THE
DEFINITIVE
JOINT
PROXY
STATEMENT/PROSPECTUS
CAREFULLY
AND INfree
THEIR
ENTIRETY
BECAUSE
THEY
CONTAIN IMPORTANT
ABOUT
THE PROPOSED
TRANSACTION.
You
maytoobtain
of all documents
filedtowith
SEC
regarding
this transaction,
of or
charge,
at the
SEC’s
website,
www.sec.gov.N
O O in
F Fany
ER
OINFORMATION
R S O LinI which
CITA
T I offer,
O NThis
document
does
constitute
an
offer
sell to
orcopies
the solicitation
of an offer
buy the
any
securities
or a solicitation
of any vote
approval
norof
shall
there be
any
sale
of except
securities
jurisdiction
such
solicitation
sale not
would
unlawful
prior
registration
or qualification
under
theNsecurities
No
offering
securities
shall
made
by
means
of
a prospectus
meeting
the requirements
of or
Section
10and
of be
the
Securities
Act
of 1933,
as amended.
Pdeemed
A R T to
IC
IPparticipants
A
TS I Nin
T laws
H Esolicitation
SofOany
L Isuch
C IofTjurisdiction.
A T I Ofrom
NSolarCity,
Tesla,
and certain
of be
their
respective
directors,
executive
officers
and other
members
of management
employees,
under
SEC
rules
may
be
be
the
proxies
SolarCity
and
Tesla
stockholders
in
connection
with
the
proposed
transaction.
Information
regarding
the
interests
of the
persons who may, under
the rules
of the
SEC,
be
deemed
participants
in the
solicitation
of SolarCity
and
Tesla stockholders
in connection
withofficers
the proposed
transaction
is definitive
set forth inproxy
the definitive
joint
proxy
statement/prospectus,
which
was
filed
with
the
SEC
on
October
12,
2016.
You
can
find
more
detailed
information
about
SolarCity’s
executive
and
directors
in
its
statement
filed
with
the
SEC on
April 21, 2016. You can find more detailed information about Tesla’s executive officers and directors in its definitive proxy statement filed with the SEC on April 15, 2016.

THE
BOARD
AND
MANAGEMENT
TEAM
CONDUCTED
A THOROUGHPROCESS
OVER
THEmanagement
COURSE OF
MEETINGS•
May 31, 2016:
Tesla
Boardcompany•
discussedJune
the possible
benefits
and
detriments
acquiring
aasolar
energy
company in the
context
Tesla’ssolar
existing
strategicplan,
andthe
instructed
Tesla
to MANY
assessJune
the
potential
ofmet
a solar
energy
5 – June
20, 2016:
Tesla
Board of
performed
comprehensive
review
of of
potential
industry
targets
with
assistance
independentadvisors•
2016:acquisition
Tesla
Board
to exchange
discuss
strategic
including
a26,
potential
acquisition
ofthorough,
a solar
energy
company.
Board
ultimately
decidedto
move
forward
with
anparticipating
initialofoffer
to
acquire
SolarCity
in 20,
an all-stock
transaction
at an
ratiobusiness,
ofalternatives,
0.122x—0.131x•
Juneand
2016: SolarCity
granted Tesla
and
its advisors
access
toThe
an electronic
data room;
Tesla
and
itsfixed
advisors
began
inof
numerous
duediligence
sessions
regarding,
among
other things,
legal,
financial
regulatory
matters•
July
13,
2016:
SolarCity
proposed
having
consideration
based
on
a
value
per
share,
inclusion
a
go-shop
provision
and
a
lower
termination
fee
andrequested
that
Tesla
consider
providing
short-term
financing
during
the pendency
oftoareview
merger.diligence
Tesla agreed
to a including
customarywith
go-shop
provision
with a reducedtermination
but required
SolarCity
obtain
financing from
a third
party during
the pendency
of a merger•
July 19, 2016:
Tesla
Board
findings,
respect
SolarCity’s
financing
needs,
andfee
instructed
its advisors
to to
reject
theSolarCity
Special
Committee’s
proposal
that the acquisition
consideration
based
on July
amet
fixed
value
share•
July
22,to2016:
Tesla
Board
met totoreview
diligence
findings
and updated
perspectives
on valuation•
July
23, 2016:
SolarCity
delivered
a counterproposal
of23rd
a fixed
exchange
ratiobeofand
0.136x•
24,
2016:per
Tesla
Board
met
review
diligence
updates
and
valuation,
including
the July
23rd
counterproposal.
Following
discussion,
theexchange
TeslaBoard
rejected
the July
counterproposal
authorized
a revised
proposal
to acquire
SolarCity
at an exchange
ratiodiscuss
of 0.105x•
July 26,
2016:
SolarCity
communicated
a revised
counterproposal
at an
ratio
of 0.1265x•
July
27, 2016:
Tesla
Board
met
to
review
diligence
updates
and
discuss
valuation,
including
the
July
26th
counterproposal.
The
Tesla
Board
rejected
the
July26th
counterproposal
and
agreed
to
a
revised
proposal
at
an
exchange
ratioa
of
0.110x,
to
which
SolarCity
agreed•
July
30,
2016:
The
Tesla
Board
approved
the
proposed
merger•
July
31
agreement
was
27
?
TESLA.COM•
August
1,
2016:
Tesla
and
SolarCity
announced
that
they
entered
into
merger agreement

BIOS
OF L
PRESENTERSElon
Musk has
served Chairman
as Tesla’s and
Chief
Executive
Officer since O
October
2008
and
Chairman
ofTesla’s
Board
Directors
since April
2004.
Mr. Musksince
has 2014.
also served
as Chief
Officer,E
ON
M U S KIndependent
Director
Chief
Executive
BYN
DEN
H as
OL
MRobyn
M.and
Denholm
hasofof
served
Tesla’s
Board
of Directors
also
servesExecutive
on
Board
and has
previously
servedfor
on satellite
Echelon
Corporation’s
Board
from
2008 toOfficerR
December 2013
pChief
Technology
Chairman
SpaceonExploration
Corporation,
aShe
companywhich
is ABBLtd.’s
developing
and
launching
advanced
rockets
eventually
human
transportation(“SpaceX”),
since
May
2002, and
asOfficer
Chairman
of
SolarCity
Corporation,
solarTechnologies
installation
company(“SolarCity”),
since July
2006.Prior
to SpaceX,
Mr.
Musk 1999.
co-founded
PayPal,
anand
electronic
payment
system,
which was acquired
byeBay
inp–
October
2002,
and Zip2
Corporation,
a provider
ofaInternet
enterprise
software
and
services,which
was acquired
by
Compaq
in
March
Mr.
Musk
holds
a
B.A.
in
physics
from
the
UniversityB
S
Pennsylvaniap
y
on
both
company’s
boards,
she
served
as
an
independent
board
member
and
as
a
member
of
theAudit
Committee.
From
July
2013
until
February
2016,
Ms.
Denholm
served
as
Executive
VicePresident
and
Chief
Financial
and
Operations
Officer
of
Juniper,
which
she
had
joined
in
August
2007as
Executive
Vice
President
andMicrosystems
Chief Financial
Officer. In1996
thesetoroles
she 2007,
helpedincluding
Juniper achieverecord
revenuesofwhile
delivering
breakthrough
innovations
toPresident
customers.Prior
to joining
Juniper,
Ms. and
Denholm
served
in various
executive
roles
at
Sun
fromJanuary
August
Senior
Vice
President
Corporate
Strategic
Planning,Senior
Vice
of
Finance,
and
Vice
President
Corporate
Controller
(Chief
Accounting
Pennsylvania
and a finance
B.S. in business
from theDenholm
Wharton is
School
of the
She also
servedand
at Toyotaa Motor
CorporationinAustralia
for from
seventhe
years
and at ArthurAndersen
Companydegree
foroffive
years
in various
assignments.Ms.
a Fellow
of University
the
Instituteof
ofPennsylvania.Officer).
Chartered
Accountants
Australia
Bachelor’sdegree
Economics
University
of Sydney and a&
Master’s
inCounsel
Commerce
from
theUniversity
ofANew
South
Wales.In
2011, Ms.
Denholm
was
a Bay Area
CFO
of the of
Year
finalist
andholds
she was
recently
named
onJournal’s
Women
of Influence
ListTODD
MARONGeneral
and
Corporate
SecretaryJ
S
O
N
W
H
E
E
L
ERChief
Financial
OfficerSilicon
Valley
Business
Journal
s
List.Jason
Wheeler
has
served
as
Tesla’s
Chief
Financial
Officer
since
November
2015.Prior
to joining Tesla,
Mr.September
Wheeler served
as ?Vice
President of Finance
Google,
where hehas
hadTodd
Maron
served
Tesla’s General
Counseland
since HewlettPackard
September 2014,ashaving
previouslyworked
as Tesla’s
Deputy
General
since
2013.35
TESLA.COMworked
foratover
also worked
at has
Booz
AllenasHamilton
as an
associate
senior
financial
bachelor’s
degreeCounsel
in finance,
summa cum laude,from
Colorado State University
and13
anyears.
MBAHe
from Harvard
Business
School.Prior
to joining
Tesla,
Todd wasata partner
at Jaffe and aClemens
and prioranalyst.
to that He
washolds
an a
associate
School
ofatIrell
Law. & Manella. Todd is a member of the Los Angeles Center for Law and Justice’s Board ofDirectors, and holds a BA with honors from the University of Michigan and a JD from the New YorkUniversity